Following his debut in Sinners’ Holiday(1930), James Cagney (and co-star Joan Blondell) were off and running at Warner
Bros. Cagney was immediately put into The Doorway to Hell (1930), a film
already in production, before making his breakout performance in The Public
Enemy (1931). At least that’s how Cagney told it in his autobiography Cagney by
Cagney. He skips over the film in between, his third film, Other Men’s Women (1931).

This would mark his second film with Blondell
and his first with director William Wellman, the director of Wings (1927), one
of the great films from the silent era and, simply put, one of the best films
ever made. But Other Men’s Women is simply a programmer with a higher than
usual pedigree. It tells the story of a love triangle between two friends and
one of the friend’s wife told against the background of a railroad yard.
Originally titled The Steel Highway, after the story written by Maude Fulton, the
title was changed to Other Men’s Women, which sounds more salacious than it
really is.

Bill White (Grant Withers) is an easy-going
smooth-talking railroad engineer, with a girl at every stop. The film opens
with him jumping off the train as it rolls through a station with just enough
time to go into the café and order food. It’s obvious that he and the waitress
behind the counter (Lillian Worth) have some sort of history, though it’s
undefined and Bill is more interested in pursuing the train than a date with
her. He does leave a dime short on the bill, but leaving a stick of gum, saying
“Have a little chew on me,” a phrase he would repeat throughout the movie.

Bill (Grant Withers) is pretty chummy with the waitress at the station's cafe.

Director William Wellman certainly didn’t
have qualms about putting his actors into dangerous situations. As you’ll
recall in Wings, the actors actually flew the planes. In Other Men’s Women, it
is trains. While I don’t believe they were actually driving the trains, we do
see Grant Withers run to catch the caboose and then walk across the tops of the
train cars to the engine, where the chief engineer, Jack Kulper (Regis Toomey), is driving.

Bill and Jack (Regis Toomey) are co-workers and old friends.

After Jack invites Bill over to the house to
celebrate his second wedding anniversary, Ed (James Cagney) appears on top of the train cars (not sure where he got on board).
Ed and Bill carry on a conversation on top of the moving train as it pulls into
its final destination. (It’s obviously Los Angeles, as the City Hall can
clearly be seen in the background, but the location in the story is never
spelled out.) We even see them knowingly duck when a low bridge is coming up
behind them.

Ed (James Cagney) and Bill carry on a casual conversation on top of a box car of a moving train.

As at the last station, Bill has a relationship
with the girl working behind the counter at the café, Marie (Joan Blondell).
There are two other railroad workers at the counter (Pat Harmon and Lee Moran)
trying to chat Marie up, but she tells them she’s A.P.O. (Ain’t Putting Out). She’s
Bill’s girl, she tells them, even though she might have danced with another man
recently. But despite Marie’s devotion, Bill isn’t so sure about their
relationship. Marie wants to get married right away, since Bill sort of
proposed a few nights before, but Bill backs out, remembering Jack’s invitation
to dinner and using it as an excuse. He begs off marriage for now, but Marie
isn’t buying it and a piece of chewing gum isn’t going to make up for her hurt
feelings.

Marie (Joan Blondell) wants Bill to marry her, but he makes excuses.

Bill, who has a bit of a drinking problem,
goes back to his boarding house and gets drunk. But he’s also behind in the
rent and his stuttering landlady, Miss Astor (Lucille Ward), kicks him out.
Jack, who has been out buying gardening tools and seeds, drops by to get Bill.
He pays off Miss Astor for Bill and takes him home.

Bill is drunk when he comes to Jack's to meet Lily (Mary Astor).

There, Lily (Mary Astor) is making dinner
with the help of their neighbor, co-railroad worker and aptly-named Peg-Leg (J.
Farrell MacDonald). She welcomes Bill into her home and sets him up with a
bath. Later, Peg-Leg tries to help Lily plant the sweat pea seeds Jack brought,
but he has understandable trouble with a shovel. Bill offers to help, turning
the soil, Peg-Leg pokes the hole in the ground and Lily comes behind him with
the seeds.

Months go by and when Jack goes to the store
for the newspapers, ice cream and gum, Lily and Bill discover they’re in love.
It starts out innocently enough, with Lily sewing a button on his shirt, but
they kiss and admit their mutual attraction. Bill wants her to tell Jack
right away, but she refuses. When Jack comes home, Bill sneaks out, packing his
belongings and heading to stay at the Y. Jack wants to know what happened, but
Lily admits to nothing. Jack isn’t stupid and knows he’s being lied to, so
instead of eating with her, he heads into work, where he’s due to work that
night with Bill. Left alone, Lily breaks down and cries.

It starts out innocently enough, but Lily and Bill find they're in love with each other.

On board the train, Jack keeps after Bill
asking about his problem with Lily. Bill breaks down and admits to Jack that he
and Lily are in love. The men get into a fight while the train is hurling down
the tracks. A signal ahead warns the train to brake, but they don’t see it.
Bill knocks Jack to the floor just before their train runs into the caboose of
another train moving to a side track.

Bill, who already has a bit of a reputation, takes the blame for the accident and is suspended. He ends up back with Marie,
getting drunk at a dance hall. Ed comes in from the rain, late for his date. Under his work clothes, he’s wearing a tux.

Ed shows up at the dance hall, probably as an excuse for Cagney to showcase his dancing skills.

At their table, Marie has once again
convinced Bill to marry her, or at least she thinks she has. After Ed’s date
gives her the corsage she’s wearing to use for a bouquet, Bill gets cold feet.
Marie has finally had enough and leaves.

Bill and Marie reconcile, but only briefly.

Ed asks Bill if he’s been to see Jack,
prompting him to go out to their house. Lily isn’t anxious to let Bill in, but
he tells her they have to get past their problems so they can work together. He
doesn’t know that in the fight Jack was blinded. Jack overhears them talking
and when Peg-Leg arrives, he knows for sure it was Bill.

After Marie leaves him, Ed asks Bill if he's been to see Jack, but neglects to mention he's blind.

Jack tells Lily that he wants her to go back
to visit her parents for a couple of weeks. His excuse is that the rain is
causing floods and he wants her to be safe. Reluctantly, she agrees to go.

Bill, back to work, is teamed up with Ed, but
the train is delayed because the rain and wind are threatening the main
railroad bridge. Bill comes up with an idea to stabilize the bridge with an
engine pulling flatcars filled with cement. Even though they like Bill’s
out-of-the-box thinking, the request isn’t approved.

Jack, who happens to be at the railroad yard, overhears the idea and even though he can’t see, makes his way through the
yard, narrowly avoiding being hit by an engine, to the roundhouse, where he
somehow picks the right engine that has the cement laden trailers already
attached. When Bill sees Jack go by in the engine, he jumps onboard.

Bill thinks he’s convinced Jack not to do
such a fool-hearty stunt, but Jack manages to sucker punch Bill, knocking him
unconscious. He then drags his friend and throws him out of the still moving
train, narrowly avoiding bouncing him off the track.

Everyone from the yard hurries to the train,
but no one can reach it in time. Jack drives the train out onto the bridge, but
it collapses under him, sending the engine and the flat cars into the water.

Bill has to be restrained from trying to run after the train Jack is driving.

Months go by and Bill is back to his old
routine, going back to the diner he visited in the first scene, trying to grab
a bite while the train rolls through the station. There is a new waitress
there, but she knows the routine. Meanwhile, Lily departs another train and
enters the café for some coffee. Bill asks if she’s back only to sell the
house, but she tells him she plans to stay there and invites him out to visit.

After being gone for several months, Lily returns home. Now free, she and Bill can pursue their romance.

Bill has to return to the train, but there is
obviously a spring in his step as he maneuvers across the boxcars to the
engine.

The writing by Maude Fulton is pretty clever
and funny. Bill’s “Have a chew on me” is used throughout the beginning of the
film as his little catch phrase, no matter what the situation. Fulton, who began
as a Broadway stage actress, wrote and directed plays before coming to
Hollywood. Getting her start in silent films, where she wrote intertitles, she
would write 21 films and appear in five.

The biggest problem with the dialogue,
though, is that sometimes it is hard to understand everything that is being
said. The sound quality is lacking at times, so some clever bits are probably
lost, though we still manage to tell what’s going on in the story.

Music, something that we think of now as a
necessity, is kept to a minimum here. There is no music accompanying the
credits at the beginning or ending and there virtually is no background music.
There are a couple of songs, all from Warner Bros. musicals released the
previous year. “Leave A Little Smile” from Oh Sailor Behave (1930) is sung by
Withers, Astor and MacDonald more as a song they can’t get out of their heads.
“The Kiss Waltz” from Dancing Sweeties (1930) is played on the Kulper’s
phonograph the fateful day Bill and Lily discover they’re in love. “Tomorrow is
Another Day” from Big Boy (1930) is played at the restaurant/dance hall.
Nothing spectacular or memorable about any of them.

Grant Withers is good in the role of the
smooth-talking Bill. It is easy to see how the handsome actor was an early
sound film star. He has a good comedic sense and can hold his own. But still he
is upstaged by the coming of the likes of Cagney.

Despite his dramatic entrance and his dancing
display, Ed is almost a superfluous part. It is easy to see why Cagney may have
overlooked it in his own reminiscences about his career. You get the real sense
that Warner Bros. knew they had something in the young actor, but hadn’t hit on
the right formula just yet. That would come with the next film, when actor and
persona were brought together in Public Enemy.

It is hard to imagine that just a few years prior
to this film, Mary Astor was released from her contract with Fox. Apparently,
they didn’t think she could make the transition from silent films to talkies,
finding her voice too deep. But the pretty actress wasn’t out of work for too
long. After taking voice training and singing lessons she signed with First
National in 1930 to make The Lash (1930). Between that film and Other Men’s
Women, she made seven other films, including Holiday (1930) that would be
remade eight years later with Cary Grant and Katharine Hepburn. A versatile actress, Astor would appear in
such films as Dodsworth (1936), The Hurricane (1937) and The Prisoner of Zenda
(1937). While she won an Academy Award for Best Supporting Actress for her role
as Sandra Kovak in The Great Lie (1941), she may best be remembered for another
role she played that same year. Astor was one of the screen’s great femme
fatales as Brigid O'Shaughnessy in the classic The Maltese Falcon (1941).

Joan Blondell had a little more to do in
Other Men’s Women then she did in Sinners’ Holiday, but she still seems to be
underutilized as Marie. She does get to do more acting, showing more range, but
Marie is a modern woman in the making. She is able to hold her own against the
men at the counter, though she still longs to be married and settle down. It’s too bad for her that her taste
in men includes Bill.

The love triangle between Bill, Lily and Jack
is handled differently than it would be in a few years. While nothing more than
a kiss and a few “I love you”s pass between Bill and Lily, it is still
considered an affair of the heart. Lily doesn’t want to hurt Jack, so she can’t
tell him that she loves Bill. While Jack may not have seen the affair coming,
he certainly does his best to get out of the way. His fool-hearty mission is
tantamount to committing suicide. The happy ending that Bill and Lily can now
be together would not fly after the production code was in effect. Either the
affair would never happen or they would have to pay some sort of penance for
it.

Getting beyond its status as a pre-code
romance, Other Men’s Women is not a bad movie, though certainly not a classic.
Most of the people involved would go on to make better movies in the future.
This is a case where all the talent involved doesn’t add up to greatness.